Approving a Material Contract (Board or Shareholder Resolution)
Updated 17 January 2026
A board resolution (or shareholder resolution, where required) to approve a material contract with a company in England and Wales.
Approval of Material Contract
While directors generally have the authority to approve contracts, shareholder approval is required for certain agreements and arrangements, such as:
A substantial property transaction with a director or a connected person
Director service contracts longer than two years
Reserved matters in the articles or shareholders’ agreement
Transactions affecting share capital or constitutional documents (e.g., issuing new shares, amending Articles, or disposing of substantial company assets)
Make sure to check the Articles, shareholders' agreement, and any other major contracts for any restrictions imposed on director authority. If shareholder approval is required, use this template as an ordinary resolution of the shareholders (inserted into GitLaw's shareholder resolution template) and use this structure for a board resolution to recommend and approve the transaction afterwards.
IT IS RESOLVED THAT:
Approval of Contract
The Company be and is hereby authorised to enter into the [description of contract] between the Company and [counterparty] (the "Contract"), in the form produced to the board.
Make sure to document the presentation of the form to the board.
Authority to Execute
Any director be authorised, for and on behalf of the Company, to:
negotiate, finalise and agree the terms of the Contract (including any non-material amendments); and
execute and deliver the Contract and any ancillary documents.
Declarations of Interest
Any interests of directors in the Contract were declared and, where required, authorised in accordance with the Company’s Articles and the Companies Act 2006.
General Authority
Any director be authorised to do all acts and things which they consider necessary or desirable to give effect to this resolution and the transactions contemplated by it.
About this template
What is this template?
Approving a Material Contract (Board or Shareholder Resolution) is a free, ready-to-use Corporate Governance template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Corporate Governance template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with England & Wales in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Corporate Governance usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.